SHAREHOLDERS' EQUITY | 9. SHAREHOLDERS’ EQUITY Authorized Unlimited common shares, without par value. Unlimited preferred shares, without par value. February 2021 Financing On February 22, 2021, the Company completed an underwritten public offering for aggregate gross proceeds of $149,999,985 (the “ February 2021 Financing 30-day Nomination Rights In connection with a January 2016 private placement of 227,273 Units, a Unit consisting of one common share, one 7-year one 2-year Clarus Omnibus incentive plans The Company has adopted an omnibus incentive plan (“Omnibus Plan”) consistent with the policies and rules of the Nasdaq. Pursuant to the Omnibus Plan, the Company may issue stock options, share appreciation rights, restricted shares, restricted share units and other share-based awards. As of December 31, 2022, the Company has not issued any instruments other than stock options under the Omnibus Plan. As of December 31, 2022, the Omnibus Plan has a maximum of 8,410,907 common shares which may be reserved for issuance. Employee Share Purchase Plan The Company has adopted an Employee Share Purchase Plan (“ESPP”) under which qualifying employees may be granted purchase rights (“Purchase Rights”) to the Company’s common shares at not less of 85% of the market price at the lesser of the date the Purchase Right is granted or exercisable. The Company currently holds offerings consisting of six month periods commencing on January 1 and July 1 of each calendar year, with a single purchase date at the end of the purchase period on June 30 and December 31 of each calendar year. As of December 31, 2022, the ESPP has a maximum of 217,300 (2021 – 249,974) common shares reserved for issuance. Eligible employees are able to contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions. Purchase of shares under the ESPP are limited for each employee at $25,000 worth of the Company’s common shares (determined using the lesser of (i) the market price of a common share on the first day of an applicable purchase period and (ii) the market price of a common share on the purchase date) for each calendar year in which a purchase right is outstanding. During the three months ended December 31, 2022, the Company issued 19,298 shares (2021 – 2,444) upon the exercise of Purchase Rights. The Company recognizes compensation expense for purchase rights on a straight-line basis over the service period. For the three months ended December 31, 2022 2021 Research and development expense $ 598 $ 8,483 General and administrative 453 805 $ 1,051 $ 9,288 The Company measures the purchase rights based on their estimated grant date fair value using the Black-Scholes option pricing model and the estimated number of shares that can be purchased. The following weighted average assumptions were used for the valuation of purchase rights: For the three months ended December 31, 2022 2021 Risk-free interest rate 2.65 % 0.20 % Expected life of share purchase rights 6 months 6 months Expected annualized volatility 73.17 % 64.43 % Dividend — — Stock options Pursuant to the Omnibus Plan, options may be granted with expiry terms of up to 10 years, and vesting criteria and periods are approved by the Board of Directors at its discretion. The options issued under the Stock Option Plan are accounted for as equity-settled share-based payments. Stock option transactions are summarized as follows: Weighted Number Average of Options Exercise Price* Balance, September 30, 2021 6,803,230 $ 5.20 Options granted 1,347,500 4.55 Options exercised (72,910) (4.41) Options expired/forfeited (175,759) (3.60) Balance, September 30, 2022 7,902,061 $ 5.13 Options granted 20,000 3.75 Balance outstanding, December 31, 2022 7,922,061 $ 5.13 Balance exercisable, December 31, 2022 5,003,233 $ 4.70 * Options exercisable in Canadian dollars as of December 31, 2022 are translated at current rates to reflect the current weighted average exercise price in US dollars for all outstanding options. At December 31, 2022, options were outstanding enabling holders to acquire common shares as follows: Weighted average remaining Exercise price Number of options contractual life (years) $ 2.39 50,000 9.71 $ 3.23 3,629,400 6.77 $ 3.59 26,667 6.80 $ 3.60 * 937,500 9.50 $ 3.75 20,000 9.93 $ 3.81 185,816 6.11 $ 4.00 * 539,518 4.97 $ 4.67 183,511 6.84 $ 5.99 * 190,000 9.31 $ 7.00 1,475,146 7.95 $ 8.47 120,000 8.79 $ 9.76 50,000 9.13 $ 13.96 190,000 8.04 $ 29.63 100,000 8.33 $ 31.62 75,000 8.42 C$ 4.90 129,503 4.41 C$ 5.06 20,000 6.11 7,922,061 7.34 * 51,787 options expired unexercised subsequent to December 31, 2022 Share-based compensation During the three months ended December 31, 2022, the Company granted a total of 20,000 (2021 – 120,000) stock options with a weighted average fair value of $3.11 per option (2021 - $6.79). The Company recognized share-based payments expense for options granted and vesting, net of recoveries on cancellations of unvested options, during the period ended December 31, 2022 and 2021 with allocations to its functional expense as follows: For the three months ended December 31, 2022 2021 Research and development expense $ 790,594 $ 1,250,868 General and administrative 771,966 1,239,935 $ 1,562,560 $ 2,490,803 The following weighted average assumptions were used for the Black-Scholes option-pricing model valuation of stock options granted: 2022 2021 Risk-free interest rate 4.18 % 0.86 % Expected life of options 10.00 years 10.00 years Expected annualized volatility 79.00 % 80.00 % Dividend — — Warrants Warrant transactions are summarized as follows: Weighted Number Average of Warrants Exercise Price Balance, September 30, 2021 3,234,750 $ 4.84 Warrants exercised — — Balance outstanding and exercisable, September 30, 2022 and December 31, 2022 3,234,750 $ 4.84 At December 31, 2022, warrants were outstanding enabling holders to acquire common shares as follows: Number of Warrants Exercise Price Expiry Date 227,273 (1) * US$ 66.00 January 14, 2023 7,477 US$ 42.80 November 18, 2023 80,000 * US$ 4.00 January 9, 2023 2,920,000 US$ 0.0001 August 23, 2024 3,234,750 (1) Detailed terms of the 2016 Warrants are included in Note 8. * 307,273 warrants expired unexercised subsequent to December 31, 2022 |